Access to and use of the Services are subject to all applicable international, federal, state and local laws and regulations. User agrees not to use the Services in any way that violates such laws or regulations.
Upon enrollment on the Services, the User is authorized to view the course and no other use. The User is strictly abstained to transfer or resell courses in any way. ISuperlearner grant the User the access license during the User’s valid enrollment period, except when ISuperlearner must disable the course as a result of legal or policy reasons.
The information available on or through this ISuperlearner.com is the property of ISuperlearner, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through ISuperlearner.com for commercial or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to use as "hot links" or meta tags in other pages or sites on the World Wide Web without the written permission of ISuperlearner or such third party that may own the Mark. Questions concerning trademarks should be directed to firstname.lastname@example.org.
User agrees not to modify, move, add to, delete or otherwise tamper with the information contained in ISuperlearner.com. User also agrees not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in ISuperlearner.com.
ISuperlearner will make available to the User on a subscription basis. Services are designed to be available 24/7 subject to maintenance. The User will be notified of scheduled maintenance. ISuperlearner will, as part of providing a Service, apply any update, bug fix or upgrade to the Service that it makes generally available to its Users of the Service. ISuperlearner will comply with all Laws applicable to it in connection with its provision of the Services to the User. ISuperlearner reserves the right to modify the course offerings and content of the online course library at any time.
The User may enable access of the Services for use only by Authorized Persons solely for the internal business purposes of the User in accordance with this Agreement and not for the benefit of any third parties. The User is responsible for all Authorized Persons’ use of the Services and compliance with this Agreement. The User shall: (a) have sole responsibility for the accuracy, quality, and legality of all the User Data that is transmitted or otherwise provided to ISuperlearner and the means by which the User acquired the User Data; (b) ensure that its employees receive any required disclosures and appropriate training concerning the use of the Services; (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify ISuperlearner promptly of any such unauthorized access or use; and (d) shall use the Services(s) only in accordance with this Agreement, the Documentation and the applicable Law. The User shall not: (i) use the Services in violation of applicable Laws and regulations; (ii) in connection with the Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights. The User shall be liable for the acts and omissions of all Authorized Persons. If the User installs or enables a third-party application for use, the User (i) is solely responsible for obtaining and maintaining the license or other rights for its use of the third-party application, and (ii) grants ISuperlearner permission to allow the provider of that third-party application to access the User Data as required for the interoperation of the third-party application.
ISuperlearner confidential information is subject to export control laws of various countries. The User will not submit ISuperlearner confidential information to any government agency for licensing consideration or other regulatory approval, and will not export ISuperlearner Confidential Information to countries, persons or entities if prohibited by export laws.
During the Term of this Agreement, ISuperlearner shall establish, implement and maintain commercially reasonable administrative, physical and technical measures that are designed to protect the security and integrity of the User Data that is provided to ISuperlearner by the User, and that are reasonably appropriate to the risks represented by the processing and nature of the provided User Data to be protected, and designed to guard against the accidental or unauthorized access, use, loss or disclosure of User Data while it is on ISuperlearner’s network and systems. The User understands that it has an independent duty to comply with any and all Laws applicable to it in connection with its provision of User Data to ISuperlearner.
If either party believes that there has been unauthorized access, use, loss or disclosure of the User Data while it is on ISuperlearner’ s network and systems, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in investigating, remediating or mitigating any potential damage, including providing reasonable assistance with respect to any legally required notifications concerning the disclosure or the provision of credit reporting services to such individuals. Each party shall bear the costs of such investigation, remediation, mitigation and/or notification associated with an unauthorized disclosure.
A. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstance of disclosure. The User’s Confidential Information includes the User Data; ISuperlearner’s Confidential Information includes the Services, ISuperlearner Content and Documentation; and Confidential Information of each party includes the terms of this Agreement, each party’s proprietary technology and technical information, business processes and technical product information, product plans and designs, issues, and all communication between the Parties regarding the Services.
B. Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; (iv) is received from a third party without breach of any obligation owed to the other party; or (v) is Aggregated Data as described further in Section 8.5.
During the course of the parties’ relationship, each party may have access to Confidential Information of the other party. Neither party shall disclose any Confidential Information of the other party, orally or in writing, to any third party without the prior written consent of the other party, except as provided in this Agreement. The parties shall protect each other’s Confidential Information using commercially reasonable administrative, physical and technical safeguards. Neither party shall use the other party’s Confidential Information for any purpose other than lawful performance of this Agreement.
Recipient may provide access to and use of Discloser’s Confidential Information only to those third parties that: (a) provide services to Recipient concerning Recipient’s use of Discloser’s Confidential Information; (b) have a need to use and access the Confidential Information; and (c) have agreed to substantially similar non-disclosure obligations as those contained in this Agreement. Recipient shall be responsible for the use by its third parties of the Discloser’s Confidential Information. To the extent Recipient may be required by Law to disclose Confidential Information, Recipient may make such disclosure, provided that Recipient (i) to the extent permitted by Law, notifies Discloser of such requirement prior to disclosure and (ii) makes diligent efforts to avoid and limit disclosure. Notwithstanding Recipient’s conformance with the procedures set forth in the prior sentence, the disclosure required by Law shall not itself cause the information to lose its confidential character unless the information ceases to be Confidential Information as a result of one of the reasons specifically set forth in Section 7.1.B above.
Each party understands that Confidential Information constitutes valuable business assets of Discloser and its disclosure may irreparably harm Discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by Recipient, Discloser shall be entitled to seek injunctive relief. In the event of an unauthorized disclosure of Confidential Information that only includes the User Data, the User shall have the sole right to pursue the remedies set forth in Sections 6.2 and 12 of this Agreement. Any other potential remedies related to a breach of this section for Confidential Information that does not include the User Data are subject to all other provisions in this Agreement.
ISuperlearner and its licensors own all right, title and interest in and to the Services, Documentation, ISuperlearner Content, and other ISuperlearner Technology, as well as any modifications that are derivative works thereof. Subject to the limited rights expressly granted hereunder, ISuperlearner reserves all rights, title and interest in and to the Services, Documentation, and ISuperlearner Content, including all related common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. No rights are granted to the User hereunder other than as expressly set forth herein.
ISuperlearner hereby grants the User a non-exclusive, non-transferable, right to use the Services, Documentation and ISuperlearner Content, solely for the business purposes of the User and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in this Agreement. ISuperlearner further grants to the User:
A. Solely during the Term, the right to download and use the Learning Resources or portions thereof in combination with the User’s (non-ISuperlearner) learning material, with the express obligation that the User remove and return or destroy all Learning Resources upon expiration or termination of the Term.
B. Solely during the Term, the right to use the ISuperlearner Content.
The User shall not (i) except as allowed under Section 8.2.A, modify, copy or create any derivative works based on the Services or Documentation; (ii) license, sublicense, sell, resell, rent, lease, offer in a service bureau, or time share the Services; (iii) otherwise make the Services or Documentation available to any third party, other than to Authorized Persons as permitted herein; (iv) transfer or assign this Agreement or any Order except as otherwise permitted hereunder; (v) reverse engineer or decompile any portion of the Services or Documentation, including but not limited to, any software utilized by ISuperlearner in the provision of the Services and Documentation, except to the extent required by Law; (vi) access the Services or Documentation in order to build any commercially available product or service; or (vii) copy any features, functions, integrations, interfaces or graphics of the Services or Documentation.
As between ISuperlearner and the User, the User owns its Data.
Without limiting the confidentiality rights and protections set forth in this Agreement, ISuperlearner owns and has the perpetual right to use for its business and or operating purposes the aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Services, the number and types of transactions, configurations, and reports processed in the Services and the performance results for the Services (the “Aggregated Data”). Nothing herein shall be construed as prohibiting ISuperlearner from utilizing the Aggregated Data for purposes of operating ISuperlearner’s business, provided that ISuperlearner’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Services. In no event does the Aggregated Data include any the User Confidential Information, the User Data or any information that personally identifies a specific individual.
This Agreement shall have a term commencing as of the Effective Date and ending upon expiration of subscription hereunder. Each subscription shall have a term commencing on its effective date and, unless otherwise set forth therein or upon its termination, or the termination of this Agreement.
When this Agreement and or any subscription expires or is terminated, the User agrees to immediately stop using the Services and accessing the software, course library, and ISuperlearner Content upon expiration or termination of the Agreement and/or subscription and both parties agree to stop using the Confidential Information of the other party and to return or destroy (at the party’s discretion) all the copies of the other party’s Confidential Information. To the extent the Recipient is required to keep a copy of any of the Discloser’s Confidential Information as required by applicable law, the Recipient shall continue to treat such Discloser’s Confidential Information as Confidential Information in accordance with the terms of this Agreement.
To the maximum extent permitted by applicable law, ISuperlearner makes no warranties of any kind under this Agreement or applicable schedule(s), whether express, implied, statutory or otherwise, and specifically disclaims the implied warranties of noninfringement, title, merchantability or fitness for a particular purpose. All Services are provided “as is”. ISuperlearner makes no representations or warranties regarding the suitability or completeness or any of the Services nor that the operation or use of the Services will be uninterrupted or error free.
The User will defend ISuperlearner against any claim, demand, suit or proceeding made or brought against ISuperlearner by a third party alleging that The User Data, The User Content, or The User’s use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights (a “ Third Party Intellectual Property Claim Against ISuperlearner”), and will indemnify ISuperlearner from any damages, reasonable attorney fees and costs finally awarded by a court of competent jurisdiction against ISuperlearner as a result of, or for any amounts paid by ISuperlearner under a court-approved settlement of, a Third Party Intellectual Property Claim Against ISuperlearner, provided ISuperlearner (a) promptly gives the User written notice of the Third Party Intellectual Property Claim Against ISuperlearner, (b) gives the User sole control of the defense and settlement of the Third Party Intellectual Property Claim Against ISuperlearner (except that the User may not settle any Third Party Intellectual Property Claim Against ISuperlearner unless it unconditionally releases ISuperlearner of all liability), and (c) gives the User all reasonable assistance, at the User’s expense.
Notwithstanding any other provision in this agreement, a party’s aggregate maximum liability for any damages arising out of or related to this agreement in any circumstance is limited to the greater of one hundred dollars (US$100) or the amount that the User paid, whichever is lower. The User’s claims must not be more than six months after the expiry of the subscription period, except that the Dollar limit in this section 12.1 will not apply to damages arising from: (I) A party’s express indemnification obligations in section 11 or (II) Express obligations under section 6.2 related to the unauthorized disclosure of the User data.
Except to the extent that the damages or costs set forth immediately above in Sections 12.1(I) and 12.1(II) are deemed consequential or incidental damages, neither party (including in the case of ISuperlearner, any of its suppliers or third party licensors) shall be liable for any indirect, incidental, special, consequential, reliance, exemplary, lost profits or revenues, cover or punitive damages, however arising and even if the party against whom the claim is made has been advised of the possibility of such damages.
The foregoing limitations of liability and disclaimers of damages apply regardless of the form in which an action (legal, equitable or otherwise) is brought, whether in contract, tort, or otherwise. The limitations of liabilities, disclaimers or warranties, exclusivity of remedies, and other limitations set forth herein are an essential element of the bargain between the parties (without which the transactions contemplated by this Agreement would not occur) and will apply even if a remedy fails in its essential purpose.
All notices required or permitted by this Agreement shall be in writing and delivered by certified or registered mail, and shall be effective upon delivery, or email (by ISuperlearner to the email associated with the User’s account or by the User to email@example.com).
Subject to ISuperlearner’ right to utilize Suppliers to supply all or part of the Services, neither party shall assign or transfer any of its rights or delegate any of its duties under this Agreement. For example, if the User subscribed an account as an employee of the company, the User’s subscription cannot be transferred to another employee. ISuperlearner may assign this Agreement (or the rights and licenses granted under them) to another company or person without restriction. Nothing in this Agreement confers any right, benefit, or remedy on any third-party person or entity. The User agrees that the subscription is non-transferable and that all rights to the User’s subscription and other rights under this Agreement terminate upon the User’s death.
California law shall govern this Agreement, excluding its conflict of laws provisions. The provisions of any federal or state Uniform Computer Information Transactions Act shall not apply. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The federal and state courts in the Northern District of California shall have exclusive jurisdiction with respect to any action arising out of, relating to or in any way connected with this Agreement, its negotiation or termination, or the Services.
The Article and Section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
Except for The User’s obligation to pay ISuperlearner or to assume obligations for taxes, neither party shall be liable for any failure to perform due to causes beyond its reasonable control, such as war, terrorism, civil commotion, Internet service interruptions or slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements.
The User acknowledges that the Services are not designed or intended for use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.
If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision.
The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.
ISuperlearner may add the User’s name and logo to ISuperlearner’s published list of the Users as long as the User continues to be a subscriber of the Services. The User also agrees that after signing up for Services, ISuperlearner may immediately issue
No other document that purports to modify or supplement this Agreement shall add to or vary the terms of this Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning the User’s access to the Services and may not be modified by custom or usage. This Agreement replaces and supersedes all prior oral or written understandings, communications and representations between the parties with respect to the Services.
However, ISuperlearner reserve the exclusive right to change the terms of this Agreement from time-to-time without transmitting any notice to the User. The User acknowledges and agrees that it is Your responsibility to review these TERMS periodically to familiarize Yourself with any additions, revisions, or modifications that ISuperlearner may have made to these terms. Your continued use of the Services after such additions, revisions, or modifications will constitute Your acknowledgment and agreement of the modified terms and conditions. IF YOU DISAGREE WITH THE ADDITIONS, REVISIONS, OR MODIFICATIONS THAT ISuperlearner MAY HAVE MADE TO THESE TERMS, YOU MUST CEASE USING THE SERVICES IMMEDIATELY.
“Authorized Persons” means an individual or entity that is authorized by The User to use the Services, or to whom The User (or ISuperlearner at The User’s request) have supplied a user identification and password. Authorized Persons may include, for example, The User’s employees, partners, the Users, consultants, and contractors. Authorized Persons exclude competitors of ISuperlearner.
“ISuperlearner Technology” means ISuperlearner proprietary technology, including the Services, software, hardware designs, copyrights, trademarks, patents, trade secrets, software tools, algorithms, user interface designs, architectures, products, documentations, the designs and schema for any network or system connectivity and related intellectual property worldwide and whether in printed, written, electronically reproduced or any other form and whether owned by ISuperlearner or any Supplier or licensed to ISuperlearner or any Supplier and all enhancements, derivatives, improvements, modifications or extensions of such technology conceived, reduced to practice or developed during the term of this Agreement.
“Confidential Information” has the definition provided in Section 7.1.
“Content” means courseware content that is created or viewed within a Learning Management System (including, without limitation, artwork, images, text, audio, video, messaging, Internet links, software and other related creative elements and works of authorship).
“ISuperlearner Content” means Content and Learning Resources created by or for ISuperlearner, or otherwise provided by ISuperlearner to the User. Unless excepted, “ISuperlearner Content” is included in each reference to Services in this Agreement.
“The User Content” means courses proprietary to the User.
“The User Data” means the electronic data or information submitted by the User.
“Discloser” has the definition provided in Section 7.1.A.
"Documentation" means the published user manuals, whether in print or electronic form, or on-line help functions for each Service, as updated from time to time.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.
"On-Demand Fee" means the fee ISuperlearner charges to The User for the Services that is detailed in each subscription.
"Recipient" has the definition provided in Section 7.1.A.
"Schedule" means any of the so-titled documents, along with all of its exhibits and attachments, which is issued pursuant to or refer to this Agreement and is executed by both the User and ISuperlearner. The term “Order” in this Agreement includes any such Schedule.
"Services" or “On-Demand Services” means the On-Demand Services and ISuperlearner Content provided by ISuperlearner to the User under the subscription.
"Supplier" means any person or entity contracted by ISuperlearner that provides services, materials, products, or supplies in connection with the Services. ISuperlearner may change Suppliers at its sole discretion. ISuperlearner is responsible for its Suppliers' compliance with this Agreement.
“Term” means the duration of The User’s subscription to the Service.
"Termination Notice" means prior written notice (consistent with Section 13.1) by one party to the other of the intent to terminate the Services under any or all Orders.
“Active Users” means any User that signs in to access the User’s Services during the month.
“Named Users” means a specific User that has login access to the User’s Services during the annual term of this Agreement.
This document was last updated on March 18, 2019